Capitol Acquisition Corp. III To Combine With Cision In $2.4 Bln Deal

3/20/2017 7:31 AM ET

Capitol Acquisition Corp. III (CLAC), a public investment vehicle, and Cision, a media communication technology and analytics company, announced Monday that they have entered into a definitive agreement in which Cision will become a publicly listed company. The combined company will have an anticipated initial enterprise value of approximately $2.4 billion.

Under the terms of the proposed deal, the combination will be effected through a "contribution and exchange" pursuant to which Cision will be contributed to a wholly owned subsidiary of Capitol, Holdings, that will become a publicly traded entity following a subsequent merger of a subsidiary of Holdings into Capitol.

GTCR and current management are retaining 100% of their equity in the company. At closing, current Cision shareholders and current stockholders of Capitol will hold approximately 68% and 32%, of the new publicly traded company, with GTCR remaining a majority owner.

The net cash proceeds from this transaction are expected to be used to pay down Cision's existing second lien debt.

The boards of directors of both Capitol and Cision have unanimously approved the proposed transaction. Completion of the transaction, which is expected in the second quarter of 2017, is subject to approval by Capitol stockholders and other customary closing conditions.

Cision's management team, led by CEO Kevin Akeroyd and CFO Jack Pearlstein, will continue to run the combined company post-transaction.

Capitol Chairman and CEO, Mark Ein, will join the combined company's board of directors and serve as Vice Chairman. Capitol's President and CFO, Dyson Dryden, will also join the board.